USAA TAX EXEMPT FUND INC
N-30D, 1997-05-27
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                              Table of Contents

   USAA Family of Funds                                            1
   Message from the President                                      2
   Investment Review:
      California Bond Fund                                         4
      California Money Market Fund                                10
   Financial Information:
      Independent Auditors' Report                                13
      Statements of Assets and Liabilities                        14
      Portfolios of Investments in Securities:
         California Bond Fund                                     16
         California Money Market Fund                             20
      Notes to Portfolios of Investments                          24
      Statements of Operations                                    25
      Statements of Changes in Net Assets                         26
      Notes to Financial Statements                               27



                            Important Information

Through  our  ongoing  efforts to reduce  expenses  and  respond to  shareholder
requests, your annual and semiannual report mailings are "sreamlined."  One copy
of each report is sent to each address,  rather than to every registered  owner.
For many  shareholders  and their families,  this eliminates  duplicate  copies,
saving paper and postage costs to the Funds. 

If you are the primary  shareholder on at least one account,  prefer not to
participate in  streamlining,  and would like to continue  receiving one report
per  registered  account  owner,  you may request this in writing to: USAA

                  Investment Management Company
                  Attn: Report Mail
                  9800 Fredericksburg Road
                  San Antonio, TX 78284-8916

or phone a Mutual Fund  Representative at 1-800-531-8448  during business hours.

This  report is for the  information  of the  shareholders  and  others who have
received a copy of the currently  effective  prospectus  of the USAA  California
Funds,  managed by USAA Investment  Management Company (IMCO). It may be used as
sales literature only when preceded or accompanied by a current prospectus which
gives further details about the funds.  

USAA with the eagle is registered in the U.S. Patent & Trademark  Office. 
(Copyright) 1997,  USAA. All rights reserved. 


<TABLE>

USAA Family of Funds Performance Summary

If you own only one or two USAA funds,  you may not be aware of the  performance
of our other  funds.  This  summary is a snapshot of the  performance  of all 33
funds by investment objective as of March 31, 1997.

<CAPTION>


                                                              Average Annual Total Return(%)*
           Investment                   Inception                                                Since
            Objective                     Date         1 yr         5 yrs        10 yrs        Inception
  <S>                                   <C>           <C>           <C>           <C>            <C>                    
  Capital Appreciation
========================================================================================================
  Aggressive Growth                     10/19/81       -5.70        11.02          8.98           -       
  Emerging Markets(1)                    11/7/94       12.86         -             -              8.14
  Gold(1)                                8/15/84      -24.30         6.19         -4.11           -
  Growth                                  4/5/71       10.96        14.37         10.98           -       
  Growth & Income                         6/1/93       17.96         -             -             15.82
  International(1)                       7/11/88       15.64        14.34          -             10.77
  S&P 500 Index(4)                        5/1/96        -            -             -             19.78+
  World Growth(1)                        10/1/92       14.38         -             -             13.53
       
  Asset Allocation            
==================                                                                                       
  Balanced Strategy(1)                    9/1/95       12.87         -             -             11.35
  Cornerstone Strategy(1)                8/15/84       13.36        13.32          8.63           -
  Growth and Tax Strategy(2)**           1/11/89        8.57        10.08          -              9.71
  Growth Strategy(1)                      9/1/95       11.02         -             -             16.09
  Income Strategy                         9/1/95        7.17         -             -              7.36
           
  Income-Taxable         
================                                                                                   
  GNMA                                    2/1/91        5.59         6.94          -              7.35    
  Income                                  3/4/74        4.53         7.49          8.79           -
  Income Stock                            5/4/87       14.01        13.16          -             12.49
  Short-Term Bond                         6/1/93        6.73         -             -              5.45
              
  Income - Tax Exempt      
=====================                                                                                 
  Long-Term(2)**                         3/19/82        6.51         6.80          7.04           -
  Intermediate-Term(2)**                 3/19/82        5.80         6.82          6.92           -
  Short-Term(2)**                        3/19/82        4.70         4.85          5.38           -
  California Bond(2)**                    8/1/89        6.60         7.06          -              7.32
  Florida Tax-Free Income(2)**           10/1/93        6.51         -             -              3.45
  New York Bond(2)**                    10/15/90        5.89         6.60          -              8.03
  Texas Tax-Free Income(2)**              8/1/94        7.06         -             -              8.32
  Virginia Bond(2)a**                   10/15/90        5.82         7.01          -              7.80
       
  Money Market      
==============                                                                                              
  Money Market(3)                         2/2/81        5.21         4.41          5.82           -
  Tax Exempt Money Market(2,3)**          2/6/84        3.30         3.03          4.18           -       
  Treasury Money Market Trust(3)          2/1/91        5.07         4.20          -              4.35
  California Money Market(2,3)**          8/1/89        3.23         2.93          -              3.62
  Florida Tax-Free Money Market(2,3)**   10/1/93        3.20         -             -              3.01
  New York Money Market(2,3)**          10/15/90        3.16         2.80          -              3.07    
  Texas Tax-Free Money Market(2,3)**      8/1/94        3.22         -             -              3.30
  Virginia Money Market(2,3)**          10/15/90        3.14         2.85          -              3.19

</TABLE>

Non-deposit  investment  products offered by USAA Investment  Management Company
are not  insured  by the FDIC,  are not  deposits  or other  obligations  of, or
guaranteed by, USAA Federal  Savings Bank, and are subject to investment  risks,
including  possible loss of the  principal  amount  invested.  

For more complete information  about the  mutual  funds  managed  and  
distributed  by USAA  IMCO, including  charges and expenses,  please call  
1-800-531-8181  for a prospectus.  Read it  carefully  before  you  invest.  


1  Foreign investing is subject to additional risks, which are discussed in 
   the funds' prospectuses.  
2  Some income may be subject to state or local taxes or the federal alterna-
   tive minimum tax. 
3  An investment in a money market fund is neither  insured nor  guaranteed by 
   the U.S. government and there is no assurance that any of the funds will be 
   able to maintain a stable net asset value of $1 per share.
4  S&P 500(Registered Trademark) is a trademark  of The  McGraw-Hill Companies,
   Inc., and has been licensed for use. The product is not sponsored,  sold or 
   promoted by Standard & Poor's, and Standard & Poor's makes no representation
   regarding  the advisability of investing in the product.
*  Total  return  equals  income  return  plus share  price  change and  assumes
   reinvestment of all dividends and capital gain  distributions.  No adjustment
   has been made for taxes payable by shareholders on their reinvested dividends
   and capital gain  distributions.  The performance  data quoted represent past
   performance  and are not an indication of future results.  Investment  return
   and  principal  value of an  investment  will  fluctuate,  and an  investor's
   shares, when redeemed, may be worth more or less than their original cost.
** IRAs are not available for tax-exempt funds. The Growth and Tax Strategy Fund
   is not  available as an  investment  for your IRA because the majority of its
   income is tax-exempt.  California,  Florida,  New York,  Texas,  and Virginia
   funds available to residents only.
+  Cumulative total return since inception, including account maintenance fee.


Message from the President

[Photograph of Michael J. C. Roth, CFA, President and Vice Chairman of the 
 Board appears here]

At the most recent USAA  Strategic  Planning  Conference,  we spent much of our
time  discussing  USAA's Mission and how to accomplish it in today's world.  Our
Mission has three main elements:

        +We want  to  facilitate  the  financial
         security  of those  whom we  serve.  

        +We seek to do this with  highly  competitive
         products and services.
                 
        +In so doing, we want to be the provider of 
         choice to the military community.

One evening I sat down and considered each of these separately. Perhaps the most
interesting outcome was my thoughts on financial  security.  What does that mean
to those who make up the USAA family?

I set down these  elements:  

        +Housing  and caring for a family 
        +Pursuing a rewarding career  
        +Providing for children's educations 
        +Providing proper medical care
        +Protecting the family against accidents and emergencies 
        +Providing for a comfortable  retirement 
        +Perhaps providing comfort to aging parents 
        +Creating  an estate plan that will serve well those who survive you 
        +Enjoying life

The last point struck me especially.

Financial planning almost always focuses on the very serious reasons to save and
invest. But there needs to be a balance in people's lives. Here I have learned a
valuable lesson from my wife, Jutta. She has special china and silver.  However,
she has always said, "Nothing is stored away in cabinets. I use it as often as I
can. These things are meant to be enjoyed."

This philosophy meshed very well with my ideas on saving.  Here too I have urged
balance. You must save for the future, but you must not strangle on that saving.
You should use plans like  401(k)s and IRAs,  but you should also set  something
aside for now.  That means saving in accounts  that are not  tax-sheltered,  and
that means looking at vehicles like tax-exempt bond and money market funds. They
can perform the job of controlling overall portfolio risk, just as they would in
an IRA by  combining  equity and  taxable  bond  funds.  In this case,  they are
valuable tools in helping your  after-tax  return while you enjoy life, the most
pleasant outcome of financial planning.

Sincerely,



Michael J.C. Roth, CFA
President and
Vice Chairman of the Board



                            USAA Funds Rated 5 Stars
                             on Overall Performance

Five-star ratings for overall risk-adjusted performance have been awarded by
Morningstar for USAA Funds as of March 31, 1997.*

USAA Tax Exempt Intermediate-Term Fund & USAA Tax Exempt Short-Term Fund
were rated 5 Stars overall among 1,751, 1,237, 601, and 267 municipal bond
funds for the 1-,3-,5-, and 10-year periods, respectively.

USAA Growth & Income Fund was rated 5 Stars for the 3-year period and 4 Stars
for the 1-year period among 1,919 and 3,048 domestic equity funds, respectively.

USAA International Fund was rated 5 Stars for the 5-year period and 4 Stars for
the 1- and 3-year periods overall and among 219, 939, and 478 international
equity funds, respectively.

*Morningstar proprietary ratings reflect historical risk-adjusted performance
through March, 31 1997.  The ratings are subject to change monthly.  Past 
performance is no guarantee of future results.  Morningstar ratings are 
calculated from the fund's 3-, 5-, and 10-year average annual total returns 
(with fee adjustments) in excess of 90-day Treasury bill returns, and a risk
factor that reflects fund performance below 90-day T-bill returns.  The one-year
rating is calculated using the same methodology, but is not a component of the
overall rating.  Ten percent of the funds in a rating category receive five 
stars and the next 22.5% receive four stars.

For more information about mutual funds managed and distributed by USAA IMCO,
including charges and expenses, please call for a prospectus.  Read it carefully
before investing.


                             Investment Review

CALIFORNIA BOND FUND

OBJECTIVE:  Provide  California  investors with a high level of current interest
income that is exempt from federal and California state income taxes.

TYPES OF INVESTMENTS: Invests primarily in long-term investment grade California
tax-exempt securities.
                                                3/31/96            3/31/97
   Net Assets............................   $409.2 Million      $440.2 Million
   Net Asset Value Per Share.............       $10.43              $10.50

   Average Annual Total Returns as of 3/31/97
   1 Year...........................................................    6.60%
   5 Years..........................................................    7.06%
   Since inception on August 1, 1989................................    7.32%
   30-Day SEC Yield* on March 31, 1997..............................    5.49%

   *Calculated as prescribed by the Securities and Exchange Commission.


A graph is shown here which is a comparison of the change in value of a $10,000
investment for the period of 8/1/89 to 3/31/97, with dividends and capital 
gains reinvested.  The ending values for the items graphed are:

Lehman Brothers Muni. Bond Index                   $17,486
USAA California Bond Fund                           17,195
Lipper California Municipal Debt Funds Average      16,602

The broad-based  Lehman Brothers Municipal Bond Index is an unmanaged index that
tracks total return  performance for the long-term  investment  grade tax-exempt
bond market.  The Lipper California  Municipal Debt Funds Average is the average
performance level of all California  Municipal Debt Funds, as computed by Lipper
Analytical Services,  an independent  organization that monitors the performance
of mutual funds.  All tax-exempt bond funds will find it difficult to outperform
the Lehman Index, since funds have expenses.

Total  return   equals  income  return  plus  share  price  change  and  assumes
reinvestment of all dividends and capital gain distributions.  No adjustment has
been made for taxes payable by  shareholders on their  reinvested  dividends and
capital  gain   distributions.   The  performance  data  quoted  represent  past
performance and are not an indication of future results.  Investment  return and
principal value of an investment will fluctuate,  and an investor's shares, when
redeemed, may be worth more or less than their original cost.


                               Message from the Manager 

[A photograph of Robert R. Pariseau, CFA appears here]

The Envy of the World
Since  1983,  the  United  States  economy  has  enjoyed  impressive,   but  not
spectacular,  growth with steadily rising  employment,  relatively low inflation
and only one short recession in these 14 years. Using  conventional  wisdom from
the 1970's and early 1980's,  an economist would expect such sustained growth to
strain  production  capacity and trigger  higher  prices.  However,  since 1991,
inflation has been  consistently  below 3.5%, as measured by the Consumer  Price
Index.

Has  inflation  been tamed?  My first boss at USAA,  Harry  Miller,  Senior Vice
President for Equity  Investments,  taught me that the four most dangerous words
in investing are - "it's  different  this time." Fixed income  investors  demand
higher interest rates when the inflation rate accelerates,  because their future
interest payments will have less purchasing  power.  Since bond prices fall when
interest rates rise,  the bond market reacts  negatively to the threat of higher
inflation.

What Is Different This Time?
Compared to earlier  decades,  quite  different  factors now  influence the many
pieces of the  economic  puzzle.  For  example:  Have  computer  technology  and
just-in-time  manufacturing increased productivity and smoothed economic cycles?
Are workers and managers too concerned about job security and benefits to demand
a raise? Have  manufacturers lost pricing power to global  competitors?  Has the
threat of reform tamed the excessive  growth in healthcare  costs?  Will the new
fiscal conservatism prevail in Congress? Finally, will these factors continue to
dampen inflationary pressures; or, are they temporary in nature?

A Preemptive Move
Chairman Greenspan and the Federal Reserve Board (the "Fed") grappled with these
issues over the last year.  Their dilemma - although  economic  statistics still
indicated benign inflation,  economic growth has been vibrant.  After concluding
it was too risky to wait for inflation to accelerate, the Fed raised the federal
funds  rate on March 25 by .25% to  5.50%.  This was the  first  increase  since
February  1995.  Inflation  won't have a free ride on their watch!  As the adage
goes,  the Fed's job is to remove  the punch bowl just  before the party  really
gets going.  I believe the Fed hopes that a preemptive  rate  increase now would
slow the economy, restrain inflation, and eliminate the need for a more forceful
response later.

Portfolio Strategy
What should investors do? For many investors, a diversified portfolio of stocks,
bonds, and cash  equivalents  (money market or short-term bond funds) gives them
the  confidence  to endure the bumps in the road. As I have said in the past, no
one has yet proven  that they can  consistently  predict  the future of interest
rates. Rather than chasing the market, I follow a strategy of generating maximum
tax-exempt  income that  potentially  should  produce the best  after-tax  total
return over a 3-5 year investment  horizon.  Since I tend to focus on maturities
20 years or longer, this Fund will generally be more volatile than a fund with a
shorter average  maturity.  Potentially,  investors should be rewarded over time
with higher  tax-free  income and the  volatility,  both up and down,  typically
evens out.

The  following  table  demonstrates  that the  tax-free  dividend  return is the
largest  component of total return which we believe is the primary rationale for
owning a  tax-exempt  fund.  Notice  that over  increasingly  longer  investment
horizons,  price volatility  generally has a diminishing impact on total return.
In the graphs below,  notice again the  significance of dividend return to total
return and that annual price changes sometime offset one another - but only over
multi-year investment horizons!


                         Average Annual Compounded Returns
         With Reinvestment of Dividends - Periods Ending March 31, 1997


                Total                   Dividend                Price
               Returns    Equals         Return       Plus      Change
    Since
   8/1/89       7.32%       =             6.29%         +        1.03%
  5 Years       7.06%       =             5.97%         +        1.09%
  1 Year        6.60%       =             5.93%         +         .67%


A graph is located here showing the annual total returns of the USAA 
California Bond Fund for the 7-year period ended March 31, 1997.  
The values are:

1991     1992      1993      1994     1995     1996     1997
9.46     9.52     12.56     0.31%     6.89%    9.35%    6.60

A graph is located here showing the compounded dividend returns of the USAA
California Bond Fund for the 7-year period ended March 31, 1997.  the 
values are:

1991     1992     1993     1994     1995     1996     1997
7.10     6.81     6.51     5.15     6.19     6.08     5.93


A graph is located here showing the change in share price of the USAA
California Bond Fund for the 7-year period ended March 31, 1997.  The 
values are: 

1991     1992     1993      1994     1995     1996     1997
2.36     2.71     6.05     -4.84     0.70     3.27     0.67


Total  return   equals  income  return  plus  share  price  change  and  assumes
reinvestment of all dividends and capital gain distributions. Dividend return is
the income  dividends  received  over the period  assuming  reinvestment  of all
dividends.  Share price  change is the change in net asset value over the period
adjusted for capital gain  distributions.  No adjustment has been made for taxes
payable  by  shareholders  on  their  reinvested   dividends  and  capital  gain
distributions.  The performance  data quoted  represent past performance and are
not an indication of future results. Investment return and principal value of an
investment will fluctuate, and an investor's shares, when redeemed, may be worth
more or less than their original cost.

Focus on Healthcare
You may notice that healthcare-related  bonds are the largest "industry" segment
for this  Fund.  I  actively  seek  healthcare  providers  with  certain  credit
characteristics.  Typically,  they yield  more  because  of the  uncertainty  of
healthcare reform and excess capacity in some markets.  I believe we have picked
the winners.  Healthcare has been and will continue to be an essential  service.
Those providers with dominant market share, solidly profitable  operations,  and
talented  management  will not just  survive,  but thrive in a more  competitive
environment.

Bond Selection
You may be interested to know what isn't in the Fund. The Fund currently owns no
lease  revenue  bonds  that  rely upon a local  municipality,  such as a city or
county, to appropriate annually the debt service from their General Fund. Unless
extenuating  circumstances  exist,  an analyst cannot  confidently  predict debt
service  payments that depend upon the actions of an elected  governmental  body
five or ten years into the future.

Since  considerable   public  controversy   typically  embroils  sports  stadium
financing, I tend to avoid these bonds also. As I have said before, I do not buy
exotic  derivatives,  futures  contracts,  or bonds  subject to the  alternative
minimum tax (AMT).

Interest Rates
Interest rates on the 30-year U.S. Treasury Bond(1) (the "Long Bond") began the
reporting  period at 6.67% on March 29, 1996. Over the next seven months,  rates
traded nervously in a choppy range from 6.60% to 7.19%, falling to a fiscal year
low of 6.35% in  November  1996.  In  December,  Long Bond rates began an upward
trend  closing the year at 7.10% on March 31, 1997.  The yield on the Bond Buyer
40-Bond Index (BBI40),  the industry  standard for  long-term,  investment-grade
municipal bonds, behaved similarly. The BBI40 began the one-year period at 5.96%
on March 29, 1996, but closed slightly lower at 5.95% on March 31, 1997.

Your Fund's Performance
Your Fund's net asset value per share  increased by $.07,  or .67%,  since March
31, 1996.  The Fund's  performance  compared  very  favorably to its peer group.
While past  performance is no guarantee of future  results,  the Fund's dividend
distribution yield(2) for the past 12 months was 5.77%,  as  compared to 
Lipper's California  Municipal  Debt  Funds  average  of  5.05%  for the 99
funds in the category.(3) For the same period, the Fund's total return(4) was
6.60%, compared to the Lipper average of 5.23%.

(1) The 30-year Treasury Bond is generally considered the benchmark for long-
    term interest rates in the U.S. 
(2) 12-month dividend yield is computed by dividing income  dividends paid
    during the previous 12 months by the latest month-end net asset value
    adjusted for capital gains distributions.  
(3) Lipper Analytical Services is an independent organization that monitors
    the performance of mutual funds.  
(4) Total return equals income return plus share price change and assumes
    reinvestment of all dividends and capital gain distributions.  


A graph is located here comparing the 12-month dividend yield of the USAA 
California Bond Fund and the Lipper California Municipal Debt Funds Average
from 3/31/91 to 3/31/97.  The vertical axis shows the yield and the 
horizontal axis shows the time period.
The values are:

USAA Calif.
  Bond Fund         6.60    6.40     5.80     5.80     5.80    5.70     5.80

Lipper. Calif.
  Muni. Debt
  Funds Avg.        6.60    6.40     5.70     5.70     5.50    5.20     5.10

The Lipper  California  Municipal  Debt  Funds  Average  is  computed  by Lipper
Analytical Services,  an independent  organization that monitors the performance
of  mutual  funds.  12-month  dividend  yield is  computed  by  dividing  income
dividends  paid during the previous 12 months by the latest  month-end net asset
value adjusted for capital gains  distributions.  The graph represents data from
3/31/91 to 3/31/97.

The State of California
After a  severe  recession,  California's  diverse  economy  has  been  steadily
recovering since 1994. The State eliminated its accumulated general fund deficit
in fiscal year 1995-96 after  peaking at $3.31 billion in June 1992.  Reflecting
this  improved  financial  performance,  the State  received  two credit  rating
upgrades  in  1996.  Fitch  Investor's  Service  upgraded  the  State's  general
obligation  bond rating to "A+" in February 1996 and Standard & Poor's  followed
with an "A+" in July. Moody's maintained their "A1."

The current  economic  outlook remains bright.  California's  unemployment  rate
declined  significantly  to 6.8%  in  January  1997  from  7.6% a year  earlier.
However,  the State  still lags the  nation's  rate of 5.4% as of January  1997.
While  finances have improved with the economic  upturn,  fiscal and  structural
pressures  complicate the State's effort to maintain a balanced budget.  Revised
fiscal 1997  estimates  now project a modest  operating  deficit of $38 million,
down from an original projection of a $392 million surplus.

We closely  monitor  statewide  ballot  initiatives  because of their  potential
impact on our  holdings.  Partly  because we have avoided lease revenue bonds in
the past, we own no securities that are directly  vulnerable to Proposition 218,
commonly known as the "Right to Vote on Taxes Act."

The table below compares the yield of the USAA California Bond Fund with a 
taxable equivalent investment.

To Match the California Bond Fund's Closing 30-Day SEC Yield of 5.49% and:

                                      Assuming a California State Tax Rate of:
                                       8.00%       9.30%      9.30%      9.30%

                                         And a Marginal Federal Tax Rate of:
                                         28%         31%        36%      39.6%

A Fully Taxable Investment Must Pay:   8.29%       8.77%      9.46%      10.02%

This table is based on a hypothetical investment calculated for illustrative 
purposes only. It is not an indication of performance for any of the USAA 
Family of Funds.

A pie chart is shown here depicting the Portfolio Ratings/Mix as of March 31,
1997 for the California Bond Fund to be:
AAA - 27%, AA - 17%, A - 28%, BBB - 26% and Cash Equivalents - 2%.

This chart  reflects the highest  rating of either  Moody's  Investors  Service,
Standard & Poor's Rating Group, or Fitch Investors  Service.  Unrated securities
that have been determined by USAA IMCO to be of equivalent investment quality to
categories  AAA and BBB  account  for 2.0% and .6%  respectively,  of the Fund's
investments.  

Note: Income may be subject to federal, state or local taxes, or the alternative
minimum tax.

See page 16 for a complete listing of the Portfolio of Investments in 
Securities.


                         Investment Review


CALIFORNIA MONEY MARKET FUND
OBJECTIVE:  Provide  California  investors with a high level of current interest
income that is exempt from  federal and  California  state income  taxes,  while
preserving capital and maintaining liquidity.

TYPES  OF  INVESTMENTS:  High  quality  California  tax-exempt  securities  with
maturities of 397 days or less. The Fund will maintain a dollar-weighted average
portfolio  maturity of 90 days or less and will  endeavor to maintain a constant
net asset  value per share of  $1.00.* 

* An  investment  in this Fund is neither  insured  nor  guaranteed  by the U.S.
government,  and there can be no assurance  that the Fund will maintain a stable
net asset value of $1.00 per share.
                                                 3/31/96             3/31/97
  Net Assets.............................    $296.3  Million      $341.1 Million
  Net Asset Value Per Share..............        $1.00                $1.00

  Average Annual Total Returns as of 3/31/97
  1 Year..............................................................   3.23%
  5 Years.............................................................   2.93%
  Since inception on August 1, 1989...................................   3.62%
  7-Day Simple Yield on March 31, 1997................................   3.11%

A graph is shown here comparing the 7-day yield of the USAA California Money
Market Fund and the IBC/Donoghue's State Specific SB & GP (Tax-Free): 
California from 3/96 to 3/97.  The vertical axis shows the yield and the 
horizontal axis shows the time period.  The ending value, on 3/25/97, for the
USAA California Money Market Fund is 3.01% and the ending value for the
IBC Donoghue's State Specific SB & GP (Tax-Free):  California is 2.63%.

Total return equals income return and assumes  reinvestment of all dividends and
any capital gain distributions. No adjustment has been made for taxes payable by
shareholders on their reinvested dividends and capital gain distributions.  Past
performance is no guarantee of future  results and the value of your  investment
may vary according to the Fund's performance.  The graph tracks the Fund's 7-day
simple  yield  against  IBC/Donoghue's  State  Specific  SB (Stock  Broker) & GP
(General  Purpose)  (Tax-Free):  California Money Funds, an average of all major
money market fund yields.


                            Message from the Manager

[A photograph of John C. Bonnell, CFA appears here]

Interest Rates
The  short-term  debt markets are heavily  influenced by actions  taken,  or not
taken by the Federal  Reserve (the Fed).  After  lowering the federal funds rate
(the rate banks charge each other for overnight loans) .25% on January 31, 1996,
the Fed  maintained  a stable  policy for the  remainder  of 1996.  However,  an
exceptionally  strong jobs  report in February  1996 was the first of many signs
that the economy was growing  much  faster than  originally  anticipated.  These
strong  economic  indicators and  statistics  were perceived by many to have the
potential of producing  inflation.  On March 25, 1997,  the Fed announced it was
increasing the federal funds rate .25% in an attempt to prevent inflation before
it became a problem.  It is still unclear (as it always is) whether this will be
a single move,  or one of a series of rate hikes.  The  volatility in short-term
rates is  illustrated  by the one-year  Treasury bill rate which  increased more
than 1.0% between February and July 1996,  before falling  approximately  .5% by
the end of 1996.  The first quarter of 1997 brought higher rates once again with
the  one-year  Treasury  bill  increasing  .5% to end the  quarter at 6.0%,  the
highest since May 22, 1995.

Strategy
We  strive  to  meet  the  Fund's  objective  in any  prevailing  interest  rate
environment.  This is done in part by maintaining a mix of fixed rate securities
and variable rate  securities in the Fund.  Fixed rate  securities lock in rates
for a given  period of time,  and help  stabilize  the Fund's  yield  during the
periods when there is a large  amount of cash in the market  relative to supply.
Variable rate  securities pay interest that adjusts  periodically  to prevailing
market  conditions,  and also provide  liquidity  necessary to take advantage of
higher yielding securities when opportunities arise.  Maintaining an appropriate
mix of different  types of securities and conducting  internal  credit  research
combine  to  provide  a  highly  competitive  return.  As part of our  stringent
selection  criteria,  we strive to ensure all  purchases  are the best  relative
value in the market at any given time.

Performance
While past  performance  is no  guarantee of future  results,  for the 12 months
ending  March 31,  1997,  your Fund ranked 2 out of 43  California  Money Market
Funds  according to IBC Financial  Data,  Inc.(1)  The Fund's  compounded
dividend yield was 3.23%,  while the average for the  category  over the same 
time period was 2.85%.

(1) IBC  Financial  Data, Inc. provides independent analyses of trends in the
financial services and investing  industries,  with particular concentration
on money market funds.

California
After suffering a severe recession,  California's  broad and diverse economy has
been on a steady  recovery since early 1994.  Financial  results  benefited from
this  improvement  as evidenced by the State's  elimination  of its  accumulated
General Fund deficit in fiscal 1995-96.  Reflecting this, the state received two
bond rating  upgrades in 1996.  Fitch  Investor's  Service  upgraded the State's
general  obligation  bond  rating to "A+"  from "A" in  February  1996,  and S&P
upgraded to "A+" from "A" in July 1996.  The current  economic  outlook  remains
good.  According  to the  Bureau of Labor  Statistics,  California's  seasonally
adjusted unemployment rate improved to 6.8% in January 1997 from 7.6% in January
1996. While finances have improved with the cyclical economic upturn, fiscal and
structural  pressures  continue to hinder  state  efforts to maintain  financial
stability.  Revised  fiscal 1997  estimates now project a modest  deficit of $38
million,  down from an original  budget  projection of a $392 million  operating
surplus.  We continue to closely  monitor not only  financial  issues,  but also
various  legislative  actions that may ultimately have an impact on the relative
attractiveness of California  municipal  securities.  As always, we analyze each
issue on a case by case basis and remain  very  selective  when  investing  fund
assets.


A graph is here showing the growth of $10,000, from 8/1/89 to 3/31/97, invested
in the USAA California Money Market Fund.  The vertical axis shows the dollar
amount and the horizontal axis shows the time period.  The ending value is
$13,140.

Past performance is no guarantee of future results and the value of your
investment may vary according to the Fund's performance.  Income may be subject
to federal, state or local taxes, or to the alternative minimum tax.

An  investment  in this  Fund is  neither  insured  nor  guaranteed  by the U.S.
government  and there is no assurance  that the Fund will  maintain a stable net
asset value of $1 per share.

See page 20 for a complete listing of the Portfolio of Investments in 
Securities.


                         Independent Auditors' Report

The Shareholders and Board of Directors
USAA Tax Exempt Fund, Inc.:

We have  audited  the  accompanying  statements  of assets and  liabilities  and
portfolios of investments  in securities of the  California  Bond and California
Money Market Funds,  separate  Funds of USAA Tax Exempt Fund,  Inc., as of March
31, 1997,  the related  statements  of operations  for the year then ended,  the
statements of changes in net assets for each of the years in the two-year period
then ended, and the financial highlights  information presented in note 7 to the
financial  statements for each of the years in the five-year  period then ended.
These  financial  statements and the financial  highlights  information  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and the financial  highlights  information
based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights  information  are free of material  misstatement.  An audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements.  Our procedures  included  confirmation of securities
owned as of March 31, 1997, by correspondence with the custodian and brokers. An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion, the financial  statements and financial  highlights  information
referred to above  present  fairly,  in all  material  respects,  the  financial
position of the  California  Bond and  California  Money Market Funds,  separate
Funds of USAA Tax Exempt Fund,  Inc., as of March 31, 1997, the results of their
operations for the year then ended,  the changes in their net assets for each of
the years in the  two-year  period  then  ended,  and the  financial  highlights
information  for each of the  years  in the  five-year  period  then  ended,  in
conformity with generally accepted accounting principles.

                                                       KPMG PEAT MARWICK LLP 


San Antonio, Texas
May 9, 1997

<TABLE>
Statements of Assets and Liabilities
(In Thousands)

March 31, 1997
<CAPTION>

                                                                                           California
                                                                        California        Money Market
                                                                         Bond Fund            Fund
                                                                         ---------            ----
<S>                                                                      <C>               <C>      
Assets
   Investments in securities, at market value
      (identified cost of $427,394 and $337,501, respectively)           $ 444,415         $  337,501
   Cash                                                                        625              2,272
   Receivables:
      Capital shares sold                                                       37                645
      Interest                                                               7,048              3,160
                                                                         ---------         ---------- 
         Total assets                                                      452,125            343,578
                                                                         ---------         ---------- 
Liabilities
   Securities purchased                                                     10,186                 -
   Capital shares redeemed                                                     877              2,214
   USAA Investment Management Company                                          120                 92
   USAA Transfer Agency Company                                                 18                 16
   Accounts payable and accrued expenses                                        55                 70
   Dividends on capital shares                                                 638                 58
                                                                         ---------         ----------
         Total liabilities                                                  11,894              2,450
                                                                         ---------         ---------- 
            Net assets applicable to capital shares outstanding          $ 440,231         $  341,128
                                                                         =========         ==========
Represented by:
   Paid-in capital                                                       $ 427,221         $  341,128
   Accumulated net realized loss on investments                             (4,011)                -
   Net unrealized appreciation of investments                               17,021                 -
                                                                         ---------         ----------
            Net assets applicable to capital shares outstanding          $ 440,231         $  341,128
                                                                         =========         ========== 
   Capital shares outstanding                                               41,926            341,128
                                                                         =========         ========== 
   Net asset value, redemption price, and offering price per share       $   10.50         $     1.00
                                                                         =========         ==========

</TABLE>

See accompanying notes to financial statements.


Categories & Definitions
Portfolios of Investments in Securities

March 31, 1997



Fixed Rate  Instruments  - consist of municipal  bonds,  notes,  and  commercial
paper. The interest rate is constant to maturity.  Prior to maturity,  the price
of a fixed  rate  instrument  generally  varies  inversely  to the  movement  of
interest rates.

Put Bonds - provide the right to sell the bond at face value at specific  tender
dates prior to final maturity.  The put feature shortens the effective  maturity
to the next tender date.

Variable  Rate Demand Notes (VRDN) - provide the right,  on any business day, to
sell the  security  at face  value on  either  that  day or in seven  days.  The
interest rate is adjusted at a stipulated daily,  weekly, or monthly interval to
a rate that reflects  current  market  conditions.  In money market  funds,  the
effective  maturity is the date on which the underlying  principal amount may be
recovered  or  the  next  rate   adjustment   date  consistent  with  regulatory
requirements.  In bond funds, the effective  maturity is the next put date. Most
VRDNs possess a credit enhancement.

Credit  Enhancement  (CRE) - adds the financial  strength of the provider of the
enhancement to support the issuer's ability to repay the principal when due. The
enhancement may be provided by either a high quality bank, insurance company, or
other  corporation,  or a  collateral  trust.  Typically,  the  rating  agencies
evaluate  the  security  based upon the credit  standing of the  provider of the
credit enhancement, rather than the credit standing of the issuer.


<TABLE>
California Bond Fund
Portfolio of Investments in Securities
(In Thousands)

March 31, 1997

<CAPTION>

  Principal                                                        Coupon      Final          Market
   Amount                    Security                               Rate     Maturity          Value
   ------                    --------                               ----     --------          ----- 

                                                    Fixed Rate Instruments (98.7%)
  <C>          <S>                                                 <C>        <C>           <C>
               California (93.1%)
  $  5,225     Alameda Housing Auth. MFH RB, Series 1989A          7.50 %      2/20/31      $   5,350
               Anaheim Public Financing Auth. RB,
    15,865        Series 1997C (CRE)                               5.98 (d)    9/01/23          3,204
    14,385        Series 1997C (CRE)                               6.00 (d)    9/01/24          2,734
    30,000     Central Valley Cogeneration Financing Auth. RB      6.20        7/01/20         30,016 (c)
     7,175     Contra Costa Water District RB, Series D (CRE)      6.38       10/01/22          7,467
    11,000     Department of Water Resources RB, Series K          6.00       12/01/21         10,985
     5,000     Desert Hospital District COP (CRE)                  6.39        7/28/20          5,129
               Educational Facilities Auth. RB,
     9,500        Series 1991 (CRE)                                7.15        5/01/21(a)      10,537
     5,000        Series 1992                                      6.00        2/15/17          5,025
     1,775        Series 1992                                      6.88        9/01/22          1,867
     8,990        Series 1992                                      6.50       10/01/22          9,225
     9,000        Series 1994 (CRE)                                6.20        5/01/21          9,181
     8,015        Series 1995                                      6.00       10/01/25          7,844
     8,050        Series 1995A                                     5.60       12/01/20          7,548
     2,435     Fresno COP                                          8.50        5/01/16          2,496
               Health Facilities Financing Auth. RB,
     8,000        Series 1990                                      7.50       10/01/10(a)       8,869
     6,500        Series 1990A (CRE)                               7.70        9/01/10          7,076
    35,000        Series 1990A                                     6.50       12/01/20         36,749
    11,500        Series 1991 (CRE)                                6.75        6/01/21         11,956
     3,175        Series 1992A (CRE)                               6.38       10/01/22          3,304
     2,000        Series 1994 (CRE)                                6.50        9/01/14          2,064
     5,000        Series 1994A                                     6.63        7/01/18          5,240
     4,180     Hollister Joint Powers Financing Auth. RB           5.90       12/01/23          3,894
               Housing Finance Agency Home Mortgage RB,
       960        Series 1988F                                     7.88        8/01/19            990
    10,310        Series 1991F                                     6.85        8/01/17         10,765
     5,990        Series 1994A                                     6.55        8/01/26          6,200
     3,000     Housing Finance Agency MFH RB,
                  Series 1996A (CRE)                               6.05        8/01/27          3,007
     5,455     Imperial Beach MFH RB, Series 1995A                 6.45        9/01/25          5,587
     5,000     Metropolitan Water District RB                      5.50        7/01/19          4,689
    12,000     Modesto Irrigation District RB,
                  Series 1992A (CRE)                               6.13        9/01/19         12,231
     3,000     Mojave Water Agency Improvement District GO         6.60        9/01/22(a)       3,311
    10,975     New Haven Unified School District GO,
                  Series 1997A (CRE)                               6.10 (d)    8/01/21          2,456
    11,100     Pleasanton Joint Powers Financing Auth. RB,
                  Series 1993A                                     6.15        9/02/12         11,150
               Sacramento Cogeneration Auth. RB,
     3,700        Series 1995                                      5.88        7/01/15          3,577
     6,500        Series 1995                                      6.50        7/01/21          6,621
     6,000        Series 1995                                      6.00        7/01/22          5,773
     6,130     Sacramento Municipal Utility District
                  Electric RB, Series 1987R                        6.00        2/01/15          6,044
     7,040     San Diego MFH RB, Series 1995A                      6.45        5/01/25          7,191
    13,500     San Joaquin Hills Transportation Corridor
                  Agency Senior Lien RB                            6.75        1/01/32         14,033
    32,035     San Joaquin Hills Transportation Corridor
                  Agency Senior Lien RB                            5.00        1/01/33         26,531
    11,320     San Mateo Sewer RB, Series 1992 (CRE)               6.30        8/01/17         11,790
    12,455     Southern California Public Power Auth. RB,
                  Series 1989 (CRE)                                6.00        7/01/18         12,424
               Statewide Communities Development Auth. COP,
    13,500        Huntington Memorial Hospital (CRE)               5.80        7/01/26         13,129
     5,420        Lutheran Homes (CRE)                             5.75       11/15/21          5,206
     4,000        Series 1996A (CRE)                               5.50        9/01/14          3,777
               Univ. of California RB,
    12,000        Series 1991A                                     6.88        9/01/16(a)      13,372
     4,000        Series 1996 (CRE)                                5.75        7/01/24          3,892
               Washington Township Hospital RB,
     7,000        Series 1993                                      5.50        7/01/18          6,471
     6,070        Series 1993                                      5.25        7/01/23          5,334
               Watsonville Insured Hospital RB,
     5,000        Series 1995A (CRE)                               6.35        7/01/24          5,113
     1,515        Series 1996A (CRE)                               6.20        7/01/12          1,552

               Puerto Rico (5.6%)
               Electric Power Auth. RB,
    10,000        Series X                                         6.13        7/01/21         10,094
     2,200        Series X                                         5.50        7/01/25          2,045
    13,200     Highway and Transportation Auth. RB,
                  Series 1996Y                                     5.50        7/01/36         12,300
- --------------------------------------------------------------------------------------------------------

               Total fixed rate instruments (cost: $417,394)                                  434,415
- --------------------------------------------------------------------------------------------------------



                                                   Variable Rate Demand Notes (2.3%)

               California
     6,600     Fontana COP, Series 1991 (CRE)                      4.10        7/01/21          6,600
     1,400     Pollution Control Financing Auth. PCRB,
                  Series 1996F (CRE)                               3.75       11/01/26          1,400
               Statewide Communities Development Auth. COP,
       400        Series 1993                                      3.40        7/01/08            400
     1,600        Series 1996 (CRE)                                3.70        6/01/26          1,600
- --------------------------------------------------------------------------------------------------------

               Total variable rate demand notes (cost: $10,000)                                10,000
- --------------------------------------------------------------------------------------------------------

               Total investments (cost: $427,394)                                           $ 444,415
========================================================================================================

</TABLE>

                                    Portfolio Summary By Industry
                                    -----------------------------
                          Hospitals                                     20.9 %
                          Electric Power                                17.7
                          Education                                      9.2
                          Toll Roads                                     9.2
                          Escrowed Securities                            8.2
                          Water Utilities                                8.0
                          Special Assessment/Tax/Fee                     6.7
                          Multi-Family Housing                           4.8
                          Single-Family Housing                          4.1
                          Sewer                                          3.6
                          Nursing Care                                   2.7
                          Retirement Homes                               2.0
                          Buildings                                      1.5
                          Healthcare - Miscellaneous                     1.2
                          Community Service                               .6
                          General Obligations                             .6
                                                                       ----- 
                          Total                                        101.0 %
                                                                       ===== 

<TABLE>
California Money Market Fund
Portfolio of Investments in Securities
(In Thousands)

March 31, 1997

<CAPTION>

  Principal                                                        Coupon       Final
   Amount                    Security                               Rate      Maturity         Value
   ------                    --------                               ----      --------         ----- 

                                                  Variable Rate Demand Notes (62.4%)

  <C>          <S>                                                 <C>         <C>          <C>
               California
  $  1,500     ABAG Finance Auth. COP (CRE)                        3.25 %       9/01/22     $   1,500
     2,850     Agoura Hills MFH RB, Series 1995 (CRE)              3.60         6/01/15         2,850
     5,100     Auburn Union School District COP,
                  Series 1993 (CRE)                                3.50        12/01/21         5,100
     4,000     Central Unified School District COP,
                  Series 1995 (CRE)                                3.65         6/01/15         4,000
     9,700     Corona MFH RB, Series 1985B (CRE)                   3.53         2/01/05         9,700 (b)
     5,180     Covina Redevelopment Agency MFH RB,
                  Series 1994A (CRE)                               3.65        12/01/15         5,180
     5,100     Economic Development Financing Auth. RB,
                  Series 1996 (CRE)                                3.40        11/15/26         5,100
     4,290     Educational Facilities Auth. RB,
                  Series 1997 (CRE)                                3.60         3/01/27         4,290
               Foothill/Eastern Transportation Corridor
                  Agency RB,
     2,200        Series 1995D (CRE)                               3.30         1/02/35         2,200
     5,900        Series 1995E (CRE)                               3.25         1/02/35         5,900
     4,470     Gardena Financing Agency RB,
                  Series 1991 (CRE)                                3.55         9/01/11         4,470
     3,545     Grand Terrace MFH RB, Series 1985A (CRE)            3.55        12/01/11         3,545
     1,210     Healdsburg Community Redevelopment
                  Agency RB, Series 1993A (CRE)                    3.55         1/01/98         1,210
     4,900     Huntington Beach MFH RB, Series 1985A (CRE)         4.00         2/01/10         4,900
    15,000     Kern Community College District COP,
                  Series 1995 (CRE)                                3.95         1/01/25        15,000
    10,700     Lancaster MFH RB, Series 1984A (CRE)                3.50        11/01/04        10,700 (b)
     2,115     Lemoore COP, Series 1995 (CRE)                      3.55        11/01/20         2,115
     7,000     Loma Linda Water RB, Series 1995 (CRE)              3.65         6/01/25         7,000
     3,000     Los Angeles Community Redevelopment Agency
                  MFH RB, Series 1985 (CRE)                        3.40        12/01/05         3,000
     1,950     Madera Public Financing Auth. RB,
                  Series 1993 (CRE)                                3.55        11/01/23         1,950
       400     Merced IDA RB, Series 1989 (CRE)                    3.50        12/01/97           400
     4,400     Monrovia Redevelopment Agency COP,
                  Series 1984 (CRE)                                3.65        12/01/14         4,400
               Orange County Apartment Development RB,
     8,100        Series 1984D (CRE)                               3.53         8/01/19         8,100
    14,450        Series 1992B (CRE)                               3.55        11/01/05        14,450
     2,645     Porterville Union High School District COP,
                  Series 1994 (CRE)                                3.50         5/01/19         2,645
     3,180     Riverside County Housing Auth. MFH RB,
                  Series 1986F (CRE)                               3.25        12/01/16         3,180
     2,750     Riverside MFH RB, Series 1985E (CRE)                3.55         5/01/05         2,750 (b)
     1,900     Roseville Finance Auth. RB, Series 1989A (CRE)      3.25        10/01/14         1,900
     3,100     Sacramento County MFH RB, Series 1985E (CRE)        3.45         9/15/07         3,100
     5,000     San Bernardino County COP, Series 1996 (CRE)        3.70        11/01/25         5,000
               San Bernardino County MFH RB,
     3,850        Series 1985A (CRE)                               3.55         6/01/05         3,850 (b)
     1,500        Series 1985B (CRE)                               3.53         6/01/05         1,500 (b)
     5,075     San Bernardino IDA RB, Series 1992 (CRE)            3.55         2/01/12         5,075
     8,300     San Diego MFH RB, Series 1993A (CRE)                3.55        12/01/15         8,300
     7,510     Statewide Communities Development Auth. RB,
                  Series 1995D (CRE)                               3.60        12/01/22         7,510
               Statewide Communities Development Auth. COP,
     2,200        Covenant Retirement Communities,
                  Series 1992 (CRE)                                3.35        12/01/22         2,200
     3,925        Institute for Defense Analysis,
                  Series 1992 (CRE)                                3.50        11/01/22         3,925
    10,100        Retired Officers Community, Series 1996 (CRE)    3.70         6/01/26        10,100
     4,900        St. Joseph Health System, Series 1993            3.40         7/01/08         4,900
    20,000     Torrance Hospital RB, Series 1992 (CRE)             3.40         2/01/22        20,000
- --------------------------------------------------------------------------------------------------------

               Total variable rate demand notes (cost: $212,995)                              212,995
- --------------------------------------------------------------------------------------------------------



                                                           Put Bonds (6.0%)

               California
               Pollution Control Financing Auth. PCRB,
     2,660        Series 1984                                      3.70         5/15/02         2,660
     5,260        Series 1984B                                     3.70         6/15/05         5,260
    12,700     Public Capital Improvement Finance Auth. RB,
                  Series 1988C (CRE)                               3.55         6/01/28        12,700
- --------------------------------------------------------------------------------------------------------

               Total put bonds (cost: $20,620)                                                 20,620
- --------------------------------------------------------------------------------------------------------



                                                    Fixed Rate Instruments (30.5%)

               California (29.5%)
     5,000     Contra Costa Community College District TRAN,
                  Series 1996                                      4.50         6/30/97         5,008
    11,150     East Bay Municipal Utility District CP              3.40         5/23/97        11,150
     6,500     GO RAN, Series 1996-97A                             4.50         6/30/97         6,513
     4,000     Hesperia Unified School District TRAN,
                  Series 1996                                      4.25         6/30/97         4,004
     2,050     Lafayette Elementary School District TRAN,
                  Series 1996                                      4.25        10/09/97         2,054
     8,500     Long Beach GO TRAN, Series 1996-97                  4.75        10/09/97         8,532
    10,000     Los Angeles County GO TRAN,
                  Series 1996A (CRE)                               4.50         6/30/97        10,016
     4,200     North County Schools Financing Auth. TRAN,
                  Series 1996                                      4.75         7/01/97         4,206
     3,000     Rialto Unified School District TRAN, Series 1996    4.50         7/11/97         3,005
               Riverside County Transportation Commission,
     2,000        CP Notes (CRE)                                   3.45         5/01/97         2,000
     2,250        CP Notes (CRE)                                   3.40         5/01/97         2,250
     5,050     Sacramento County GO TRAN, Series 1996              4.50         9/30/97         5,068
       500     Saddleback Valley Unified School District RB,
                  Series 1996A (CRE)                               4.60         9/01/97           502
     2,700     San Diego County Teeter Plan CP Notes,
                  Series 1996B (CRE)                               3.25         5/13/97         2,700
     6,500     San Jose Unified School District TRAN,
                  Series 1996                                      4.50         8/05/97         6,512
    14,775     San Ramon Valley Unified School District TRAN,
                  Series 1996-97                                   4.30 %      10/30/97        14,808
     7,530     Santa Cruz County Teeter Plan TRAN,
                  Series 1995-96 (CRE)                             4.50         6/26/97         7,539
     4,500     Yuba Community College District TRAN,
                  Series 1996-97                                   4.50        10/31/97         4,519

               Puerto Rico (1.0%)
     3,500     Government Development Bank CP                      3.30         4/03/97         3,500
- -------------------------------------------------------------------------------------------------------

               Total fixed rate instruments (cost: $103,886)                                  103,886
- -------------------------------------------------------------------------------------------------------

               Total investments (cost: $337,501)                                           $ 337,501
=======================================================================================================


</TABLE>

                              Portfolio Summary By Industry
                              -----------------------------

                          Multi-Family Housing                          24.8 %
                          Education                                     20.2
                          General Obligations                            8.8
                          Hospitals                                      7.9
                          Retirement Homes                               5.3
                          Water Utilities                                5.3
                          Special Assessment/Tax/Fee                     4.6
                          Finance - Municipal                            4.5
                          Buildings                                      3.1
                          Hotel/Motel                                    2.8
                          Toll Roads                                     2.4
                          Oil - International                            2.3
                          Sales Tax Obligations                          1.3
                          Leisure Time                                   1.2
                          Specialized Services                           1.2
                          Bank Holding Companies - Other Major           1.0
                          Other                                          2.2
                                                                        ---- 
                          Total                                         98.9 %
                                                                        ==== 


Notes to Portfolios of Investments in Securities


March 31, 1997

General Notes
Values of securities  are  determined by procedures  and practices  discussed in
note 1 to the financial statements.

The cost of securities for federal income tax purposes is approximately the same
as that reported in the financial statements.

The percentages shown represent the percentage of the investments to net assets.

Portfolio Description Abbreviations
         COP      Certificate of Participation
         CP       Commercial Paper
         CRE      Credit Enhanced
         GO       General Obligation
         IDA      Industrial Development Authority/Agency
         MFH      Multi-Family Housing
         PCRB     Pollution Control Revenue Bond
         RAN      Revenue Anticipation Note
         RB       Revenue Bond
         TRAN     Tax Revenue Anticipation Note

Specific Notes
(a)  Prerefunded to various dates prior to maturity at the call price.

(b) These securities were purchased within the terms of a private placement
    memorandum and are subject to a seven day demand feature.  Under  
    procedures adopted by the Board of Directors, the Manager has determined 
    that these securities are liquid.  At March 31, 1997, these securities
    represented 8.4% of the California Money Market Fund's net assets.

(c) At March 31, 1997, the cost of securities purchased on a delayed delivery
    basis for the California Bond Fund was $10,030,800.

(d) Zero Coupon  security.  Rate  represents the effective yield at date of
    purchase.

See accompanying notes to financial statements.


<TABLE>

Statements of Operations
(In Thousands)

Year ended March 31, 1997

<CAPTION>

                                                                                         California
                                                                        California      Money Market
                                                                         Bond Fund          Fund
                                                                         ---------          ----
<S>                                                                     <C>               <C>
Investment income:
   Interest income                                                      $  26,290         $  11,404
                                                                        ---------         --------- 
   Expenses:
      Management fees                                                       1,367             1,005
      Transfer agent's fees                                                   233               201
      Custodian's fees                                                         90                99
      Postage                                                                  18                26
      Shareholder reporting fees                                               10                17
      Directors' fees                                                           4                 4
      Registration fees                                                         3                17
      Audit fees                                                               22                22
      Legal fees                                                                6                 6
      Other                                                                    16                13
                                                                        ---------         ---------
         Total expenses                                                     1,769             1,410
                                                                        ---------         --------- 
            Net investment income                                          24,521             9,994
                                                                        ---------         --------- 
Net realized and unrealized gain (loss) on investments:
      Net realized gain                                                     3,635                -
      Change in net unrealized appreciation/depreciation                     (890)               -
                                                                        ---------         --------- 
            Net realized and unrealized gain                                2,745                -
                                                                        ---------         --------- 
Increase in net assets resulting from operations                        $  27,266         $   9,994
                                                                        =========         ========= 


</TABLE>

See accompanying notes to financial statements.


<TABLE>

Statements of Changes in Net Assets
(In Thousands)

Years ended March 31,

<CAPTION>

                                                      California                     California
                                                       Bond Fund                  Money Market Fund
                                                       ---------                  -----------------
                                                  1997          1996            1997           1996
                                                  ----          ----            ----           ---- 
<S>                                           <C>            <C>            <C>            <C>
From operations:
   Net investment income                      $   24,521     $   22,825     $    9,994     $    9,711
   Net realized gain on investments                3,635          3,356             -             -
   Change in net unrealized appreciation/
      depreciation of investments                   (890)         8,681             -             -
                                              ----------     ----------     ----------     ---------- 
      Increase in net assets resulting from
         operations                               27,266         34,862          9,994          9,711
                                              ----------     ----------     ----------     ---------- 
Distributions to shareholders from:
   Net investment income                         (24,521)       (22,825)        (9,994)        (9,711)
                                              ----------     ----------     ----------     ---------- 
From capital share transactions:
   Proceeds from shares sold                      66,664         64,140        371,516        262,179
   Shares issued for dividends reinvested         16,992         16,097          9,315          8,964
   Cost of shares redeemed                       (55,350)       (55,971)      (336,052)      (241,558)
                                              ----------     ----------     ----------     ---------- 
      Increase in net assets from
         capital share transactions               28,306         24,266         44,779         29,585
                                              ----------     ----------     ----------     ----------
Net increase in net assets                        31,051         36,303         44,779         29,585
Net assets:
   Beginning of period                           409,180        372,877        296,349        266,764
                                              ----------     ----------     ----------     ---------- 
   End of period                              $  440,231     $  409,180     $  341,128     $  296,349
                                              ==========     ==========     ==========     ========== 
Change in shares outstanding:
   Shares sold                                     6,327          6,158        371,516        262,179
   Shares issued for dividends reinvested          1,610          1,543          9,315          8,964
   Shares redeemed                                (5,255)        (5,376)      (336,052)      (241,558)
                                               ---------     ----------     ----------     ---------- 
      Increase in shares outstanding               2,682          2,325         44,779         29,585
                                               =========     ==========     ==========     ==========
Authorized shares of $.01 par value               50,000         50,000        425,000        425,000
                                               =========     ==========     ==========     ========== 

</TABLE>

See accompanying notes to financial statements.


Notes to Financial Statements


March 31, 1997

(1)    Summary of Significant Accounting Policies
USAA Tax Exempt Fund, Inc. (the Company),  registered  under the Investment
Company  Act  of  1940,  as  amended,  is  a  diversified,  open-end  management
investment  company  incorporated  under the laws of Maryland  consisting of ten
separate funds. The information presented in this annual report pertains only to
the California Bond Fund and California Money Market Fund (the Funds). The Funds
have a common objective of providing  California  investors with a high level of
current  interest income that is exempt from federal and California state income
taxes.  The California  Money Market Fund has a further  objective of preserving
capital and maintaining liquidity.

A. Security  valuation - Investments in the California Bond Fund are valued each
business  day by a pricing  service  (the  Service)  approved  by the Company's
Board of Directors.  The Service uses the mean between quoted bid and asked 
prices or the last sale price to price  securities  when, in the Service's
judgement,  these prices are readily  available  and are  representative  of the
securities'  market  values.  For many  securities,  such prices are not readily
available.  The Service generally prices these securities based on methods which
include  consideration of yields or prices of municipal securities of comparable
quality,  coupon,  maturity and type,  indications  as to values from dealers in
securities,  and general market  conditions.  Securities which are not valued by
the Service,  and all other assets, are valued in good faith at fair value using
methods determined by the Manager under the general  supervision of the Board of
Directors. Securities purchased with maturities of 60 days or less and, pursuant
to Rule 2a-7 of the Investment  Company Act of 1940, as amended,  all securities
in the  California  Money  Market  Fund,  are  stated at  amortized  cost  which
approximates market value.

B. Federal taxes - Each Fund's policy is to comply with the requirements of
the Internal  Revenue Code applicable to regulated  investment  companies and to
distribute  substantially all of its income to its shareholders.  Therefore,  no
federal income or excise tax provision is required.

C.  Investments in securities - Security  transactions are accounted for on
the date the  securities  are purchased or sold (trade date).  Gain or loss from
sales of  investment  securities  is  computed  on the  identified  cost  basis.
Interest  income is recorded daily on the accrual  basis.  Premiums and original
issue discounts are amortized over the life of the respective securities. Market
discounts are not amortized.  Any ordinary income related to market discounts is
recognized  upon  disposition  of  the  bonds.  The  Funds   concentrate   their
investments in California  municipal  securities and therefore may be exposed to
more credit risk than portfolios with a broader geographical diversification.

D. Use of estimates - The preparation of financial statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates and assumptions  that may affect the reported amounts in the financial
statements.

(2)  Lines of Credit
The  Funds  participate  with  other  USAA  funds in two  joint  short-term
revolving loan  agreements  totaling $850 million  through January 13, 1998, one
with USAA Capital Corporation (CAPCO), an affiliate of the Manager ($750 million
uncommitted),  and one with an unaffiliated bank ($100 million  committed).  The
purpose  of the  agreements  is to  meet  temporary  or  emergency  cash  needs,
including   redemption  requests  that  might  otherwise  require  the  untimely
disposition of securities.  Subject to availability under these agreements, each
Fund may borrow up to a maximum of 15% of its total assets, of which only 5% may
be borrowed  from  CAPCO,  at the lending  institution's  borrowing  rate plus a
markup.  The Funds had no borrowings under either of these agreements during the
year ended March 31, 1997.

(3)    Distributions
Net  investment  income is accrued  daily as dividends and  distributed  to
shareholders  monthly.  All net investment income available for distribution was
distributed at March 31, 1997.

Distributions  of realized  gains from security  transactions  not  offset by
capital losses are made in the succeeding  fiscal year or as otherwise  required
to avoid the payment of federal taxes.  At March 31, 1997,  the California  Bond
Fund  had  capital  loss   carryovers   for  federal   income  tax  purposes  of
approximately  $4,011,000 which, if not offset by subsequent  capital gains will
expire in 2003.  It is unlikely  that the Board of Directors of the Company will
authorize a  distribution  of capital  gains  realized  in the future  until the
capital loss carryovers have been utilized or expire.

The  Funds  completed  their  fiscal  year  on  March 31,  1997.   Federal  law
(Internal  Revenue Code of 1986,  as amended,  and the  regulations  thereunder)
requires  each Fund to notify its  shareholders  after the close of its  taxable
year as to what portion of its  earnings  was exempt from  federal  taxation and
dividend   distributions  which  represent  long-term  capital  gains.  The  net
investment  income  earned  and  distributed  by each of the  Funds was 100% tax
exempt for federal  and  California  state  income tax  purposes.  There were no
long-term capital gain distributions for the year ended March 31, 1997.

(4)  Investment Transactions
Purchases  and   sales/maturities  of  securities,   excluding   short-term
securities,  for the year ended March 31, 1997 for the California Bond Fund were
$128,876,786 and $99,801,972,  respectively.  Purchases and  sales/maturities of
securities  for the year ended March 31, 1997 for the  California  Money  Market
Fund were $1,056,319,237 and $1,011,645,900, respectively.

Gross unrealized  appreciation and depreciation of investments at March 31,
1997 for the California Bond Fund was $18,242,839 and $1,221,587, respectively.

(5)  Transactions with Manager
A.  Management  fees  - The  investment  policies  of  the  Funds  and  the
management  of  the  Funds'  portfolios  are  carried  out  by  USAA  Investment
Management  Company (the Manager).  Management fees are computed as a percentage
of aggregate average net assets (ANA) of both Funds combined, which on an annual
basis is equal  to .50% of the  first  $50,000,000,  .40% of that  portion  over
$50,000,000  but  not  over   $100,000,000,   and  .30%  of  that  portion  over
$100,000,000.  These fees are  allocated  on a  proportional  basis to each Fund
monthly based upon ANA.

B.  Transfer  agent's  fees - USAA  Transfer  Agency  Company,  d/b/a  USAA
Shareholder  Account  Services,  an affiliate of the Manager,  provides transfer
agent  services to the Funds based on an annual charge per  shareholder  account
plus out-of-pocket expenses.

C. Underwriting services - The Manager provides exclusive  underwriting and
distribution  of the Funds'  shares on a  continuing  best  efforts  basis. The
Manager receives no commissions or fees for this service.

(6)  Transactions with Affiliates
Certain  directors and officers of the Funds are also directors,  officers,
and/or  employees  of the  Manager.  None of the  affiliated  directors  or Fund
officers received any compensation from the Funds.

<TABLE>

California Bond Fund

March 31, 1997


(7)  Financial Highlights
Per share  operating  performance for a share  outstanding  throughout each
period is as follows:

<CAPTION>
                                                            Year Ended March 31,
                                       --------------------------------------------------------------  
                                       1997          1996          1995           1994           1993
                                       ----          ----          ----           ----           ----
<S>                                <C>            <C>           <C>            <C>           <C>
Net asset value at
   beginning of period             $   10.43      $   10.10     $    10.03     $   10.75     $    10.25
Net investment income                    .61            .60            .59           .59            .62
Net realized and
   unrealized gain (loss)                .07            .33            .07          (.52)           .62
Distributions from net
   investment income                    (.61)          (.60)          (.59)         (.59)          (.62)
Distributions of realized
   capital gains                          -              -              -           (.20)          (.12)
                                   ---------      ---------     ----------     ---------     ---------- 
Net asset value at
   end of period                   $   10.50      $   10.43     $    10.10     $   10.03     $    10.75
                                   =========      =========     ==========     =========     ==========

Total return (%) *                      6.60           9.35           6.89           .31          12.56
Net assets at end
   of period (000)                 $ 440,231      $ 409,180     $  372,877     $ 382,766     $  386,933
Ratio of expenses to
   average net assets (%)                .41            .42            .44           .44            .46
Ratio of net investment
   income to average
   net assets (%)                       5.74           5.74           5.98          5.40           5.94
Portfolio turnover (%)                 23.72          23.09          28.86        102.85          86.53

</TABLE>

*Assumes   reinvestment   of  all  dividend   income  and  capital   gains
  distributions during the period.

<TABLE>

California Money Market Fund

March 31, 1997

(7)  Financial Highlights (continued)
     Per share  operating  performance for a share  outstanding  throughout
     each period is as follows:

<CAPTION>

                                                          Year Ended March 31,
                                     -------------------------------------------------------------- 
                                     1997          1996           1995          1994           1993
                                     ----          ----           ----          ----           ----

<S>                                <C>           <C>            <C>            <C>           <C>
Net asset value at
   beginning of period             $    1.00     $     1.00     $     1.00     $    1.00     $     1.00
Net investment income                    .03            .04            .03           .02            .03
Distributions from net
   investment income                    (.03)          (.04)          (.03)         (.02)          (.03)
                                   ---------     ----------     ----------     ---------     ----------
Net asset value at
   end of period                   $    1.00     $     1.00     $     1.00     $    1.00     $     1.00
                                   =========     ==========     ==========     =========     ==========

Total return (%) *                      3.23           3.58           2.94          2.22           2.66
Net assets at end
   of period (000)                 $ 341,128     $  296,349     $  266,764     $ 247,303     $  219,097
Ratio of expenses to
   average net assets (%)                .45            .47            .47           .49            .50
Ratio of net investment
   income to average
   net assets (%)                       3.19           3.52           2.91          2.19           2.63


</TABLE>

*Assumes reinvestment of all dividend income distributions during the period.





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